This composite copy of the First Amended and Restated Agreement of Limited Partnership reflects the provisions of the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended by Amendment No. 1 to the First Amended and...Limited Partnership Agreement • March 5th, 2021 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPRAGUE RESOURCES LP, dated as of October 30, 2013, is entered into by and between Sprague Resources GP LLC, a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRAGUE RESOURCES GP LLCLimited Liability Company Agreement • May 28th, 2021 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Sprague Resources GP LLC, a Delaware limited liability company (the “Company”), dated as of May 28, 2021, is entered into by Sprague HP Holdings, LLC, a Delaware limited liability company (“Sprague HP Holdings”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2021 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of September 1, 2021, by and between Sprague Resources LP, a Delaware limited partnership (the “Partnership”), Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the individual signing this Agreement under the header “Indemnitee” on the signature page hereto (the “Indemnitee”).
SPRAGUE RESOURCES LP 8,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
TERMINAL OPERATING AGREEMENTTerminal Operating Agreement • October 1st, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
This TERMINAL OPERATING AGREEMENT (“Operating Agreement”), dated as of , 2013, is by and among SPRAGUE MASSACHUSETTS PROPERTIES LLC (“SPRAGUE MASSACHUSETTS”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire 03801, SPRAGUE RESOURCES HOLDINGS LLC (“SPRAGUE HOLDINGS”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire 03801, and SPRAGUE OPERATING RESOURCES LLC (“SPRAGUE OPERATING RESOURCES”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire, 03801. SPRAGUE RESOURCES, SPRAGUE HOLDINGS and SPRAGUE MASSACHUSETTS are collectively referred to herein as the “Parties.”
ContractCredit Agreement • September 2nd, 2022 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
ASSET PURCHASE AGREEMENT among METROMEDIA GAS & POWER, INC., METROMEDIA GAS LLC, METROMEDIA ENERGY, INC., ENERGYEXPRESS, INC., METROMEDIA POWER, INC. and SPRAGUE OPERATING RESOURCES, LLC dated as of September 10, 2014Asset Purchase Agreement • September 11th, 2014 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
This Asset Purchase Agreement (this “Agreement”), dated as of September 10, 2014, is entered into among (i) Metromedia Gas & Power, Inc., a Delaware corporation (“MMGP”), Metromedia Gas LLC, a Delaware limited liability company (“MMG”), Metromedia Energy, Inc., a New Jersey corporation (“MME”), EnergyEXPRESS, Inc., a Massachusetts corporation (“EEI”), and Metromedia Power, Inc., a Delaware corporation (“MMP” and, together with MMGP, MMG, MME and EEI, together, the “Sellers” and, individually, a “Seller”), on the one hand, and (ii) Sprague Operating Resources, LLC, a Delaware limited liability company (“Buyer”), on the other hand.
AMENDMENTCredit Agreement • March 11th, 2016 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 9, 2014, among SPRAGUE OPERATING RESOURCES LLC, a Delaware limited liability company (the “U.S. Borrower”), Kildair Service Ltd., a corporation formed under the laws of Canada and continued under the laws of British Columbia (“Kildair”), Sprague Resources ULC, an unlimited liability company formed under the laws of British Columbia (“AcquireCo” and, together with Kildair, the “Initial Canadian Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., (“JPMorgan Chase Bank”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Section 10.9, in such capacity the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian agent (together with any successor Canadian Agent appointed pursuant to Section 10.9, in such capacity the “Canadian Agent”), JPMOR
OMNIBUS AGREEMENTOmnibus Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, October 30, 2013 among Axel Johnson Inc., a Delaware corporation (“Axel Johnson”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Sprague Holdings”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), and Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
W5670291.3} 2 1.3 Defined Terms Used in this Agreement. In addition to the terms defined above and throughout this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below. (a)...Unit Purchase Agreement • March 16th, 2017 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 2, 2022 BY AND AMONG SPRAGUE HP HOLDINGS, LLC, SPARROW HP MERGER SUB, LLC, SPRAGUE RESOURCES LP, AND SPRAGUE RESOURCES GP LLCMerger Agreement • June 2nd, 2022 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 2, 2022 (this “Agreement”), is by and among Sprague HP Holdings, LLC, a Delaware limited liability company and sole member of Merger Sub (“Parent”), Sparrow HP Merger Sub, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), and Sprague Resources GP LLC, a Delaware limited liability company (the “Partnership GP” and, together with the Partnership, the “Partnership Parties”). Each of Parent, Merger Sub, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.
PHANTOM UNIT AGREEMENT (PERFORMANCE BASED VESTING)Phantom Unit Agreement • March 10th, 2016 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), and [_____________________] (the “Service Provider”). This Agreement is effective as of the [_____] day of [________________], 20[__] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
SERVICES AGREEMENTServices Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New Hampshire
THIS IS AN AGREEMENT dated as of October 30, 2013 by and among Sprague Resources GP LLC, a Delaware limited liability company (“SRGP”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Sprague Holdings”), and Sprague Energy Solutions Inc., a Delaware corporation (“Sprague Solutions”).
TERMINAL OPERATING AGREEMENTTerminal Operating Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
This TERMINAL OPERATING AGREEMENT (“Operating Agreement”), dated as of October 30, 2013, is by and between SPRAGUE MASSACHUSETTS PROPERTIES LLC (“SPRAGUE MASSACHUSETTS”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire 03801, and SPRAGUE OPERATING RESOURCES LLC (“SPRAGUE OPERATING RESOURCES”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire, 03801. SPRAGUE OPERATING RESOURCES and SPRAGUE MASSACHUSETTS are collectively referred to herein as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOURCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON INC., SPRAGUE INTERNATIONAL PROPERTIES LLC, SPRAGUE CANADIAN PROPERTIES LLC, SPRAGUE MASSACHUSETTS PROPERTIES LLC, SPRAGUE...Contribution, Conveyance and Assumption Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
CREDIT AGREEMENT among SPRAGUE OPERATING RESOURCES LLC, as Borrower, and The Several Lenders from time to time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. and BNP PARIBAS, as Co-Collateral...Credit Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
CREDIT AGREEMENT, dated as of October 30, 2013, among SPRAGUE OPERATING RESOURCES LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., (“JPMorgan Chase Bank”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Section 10.9, in such capacity the “Administrative Agent”), JPMORGAN CHASE BANK and BNP PARIBAS (“BNP Paribas”), as Co-Collateral agents (together with any successor Co-Collateral Agent appointed pursuant to Section 10.9, in such capacities the “Co-Collateral Agents”), NATIXIS, RBS CITIZENS, N.A. and WELLS FARGO BANK, N.A. , as co-syndication agents (in such capacities, the “Co-Syndication Agents”) and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, STANDARD CHARTERED BANK and SOCIÉTÉ
PURCHASE AND SALE AGREEMENT by and among COEN OIL COMPANY, LLC COEN MARKETS, INC. THE THOMASTON LAND COMPANY, LLC (“Sellers”) and SPRAGUE OPERATING RESOURCES LLC (“Purchaser”)Purchase and Sale Agreement • November 7th, 2017 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 18, 2017, by and among COEN OIL COMPANY, LLC, a Pennsylvania limited liability company (“Seller Parent”), COEN MARKETS, INC., a Pennsylvania corporation (“Coen Markets”), THE THOMASTON LAND COMPANY, LLC a Pennsylvania limited liability company (“Thomaston Land”, together with Seller Parent and Coen Markets, “Sellers”) and SPRAGUE OPERATING RESOURCES LLC, a Delaware limited liability company (the “Purchaser”).
ASSET PURCHASE AGREEMENT amongAsset Purchase Agreement • January 25th, 2017 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Rhode Island
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 24, 2017, is among Capital Properties, Inc., a Rhode Island corporation (“CPI”), Dunellen, LLC, a Delaware limited liability company (“Dunellen”) and Capital Terminal Company, a Rhode Island corporation (“CTC”) (each a “Seller” and collectively “Sellers”), and Sprague Operating Resources LLC, a Delaware limited liability company (“Buyer”).
SERVICES AGREEMENTServices Agreement • December 22nd, 2011 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New Hampshire
THIS IS AN AGREEMENT dated as of , 2011 by and among Sprague Resources GP LLC, a Delaware limited liability company (“SRGP”), Sprague Resources LP, a Delaware limited partnership (“SRLP”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Sprague Holdings”), and Sprague Energy Solutions Inc., a Delaware corporation (“Sprague Solutions”).
AMENDED AND RESTATED CREDIT AGREEMENT among SPRAGUE OPERATING RESOURCES LLC, SPRAGUE ENERGY SOLUTIONS INC. and SPRAGUE TERMINAL SERVICES LLC, as Borrowers, and The Several Lenders from time to time Parties Hereto, and BNP PARIBAS, as Administrative...Credit Agreement • December 22nd, 2011 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 21, 2011, among SPRAGUE OPERATING RESOURCES LLC (f/k/a Sprague Energy Corp.), a Delaware limited liability company (“Sprague Operating”), SPRAGUE ENERGY SOLUTIONS INC., a Delaware corporation (“Sprague Solutions”), and SPRAGUE TERMINAL SERVICES LLC, a Delaware limited liability company (“Sprague Terminal” and, together with Sprague Operating, Sprague Solutions and any Additional Borrower, the “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders (the “Lenders”), BNP PARIBAS, a bank organized under the Laws of the Republic of France (“BNP Paribas”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Section 10.9, in such capacity the “Administrative Agent”) and as collateral agent (together with any successor Collateral Agent appointed pursuant to Section 10.9, in such capacity the
W6105224.1} 2 #50691569_v4 Documents”). Buyer shall accept delivery of the same and hold agrees to hold the same in escrow the occurrence of an Escrow Termination Event (as hereinafter defined). Upon the occurrence of an Escrow Termination Event, the...Asset Purchase Agreement • April 19th, 2017 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals
AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPRAGUE RESOURCES LPAgreement of Limited Partnership • March 5th, 2021 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Amendment No. 3 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Sprague Resources LP, a Delaware limited partnership (the “Partnership”), dated as of October 30, 2013 (as amended by Amendment No. 1, dated as of December 20, 2017, and Amendment No. 2, dated as of October 25, 2019, to the First Amended and Restated Agreement of Limited Partnership of the Partnership, the “Partnership Agreement”), is entered into effective as of March 1, 2021 (the “Effective Date”), by Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOURCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON INC., SPRAGUE PROJECT ROSE 2011 LLC, SPRAGUE RESOURCES HOLDINGS LLC, SPRAGUE ENERGY SOLUTIONS INC., And SPRAGUE OPERATING...Contribution, Conveyance and Assumption Agreement • December 22nd, 2011 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of , 2012 (this “Agreement”), is by and among Sprague Resources LP, a Delaware limited partnership (the “Partnership”), Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), Axel Johnson Inc., a Delaware corporation (“AJI”), Sprague Project Rose 2011 LLC, a Delaware limited liability company (the “SPV”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Holdings”), Sprague Energy Solutions Inc., a Delaware corporation (“Reseller”), and Sprague Operating Resources LLC, a Delaware limited liability company (the “OLLC”). The above named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
OMNIBUS AGREEMENT among AXEL JOHNSON INC., SPRAGUE RESOURCES HOLDINGS LLC, SPRAGUE RESOURCES LP and SPRAGUE RESOURCES GP LLCOmnibus Agreement • September 9th, 2011 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, , 2011 among Axel Johnson Inc. (“Axel Johnson”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Sprague Holdings”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), and Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 3rd, 2017 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
This Asset Purchase Agreement (this “Agreement”), dated as of December 30, 2016, is entered into between (i) Global Montello Group Corp., a Delaware corporation (“GMG”), and Global Energy Marketing LLC, a Delaware limited liability company, (“GEM” and, together with GMG, each a “Seller” and, together, the “Sellers”), on the one hand, and (ii) Sprague Operating Resources LLC, a Delaware limited liability company, (“Sprague Operating”), and Sprague Energy Solutions Inc., a Delaware corporation (“Sprague Energy” and, together with Sprague Operating, each a “Buyer” and, together, the “Buyers”), on the other hand. For purposes of the Global GP Provisions (as defined below) only, Global GP LLC, a Delaware limited liability company that employs the Business Employees (as defined below) (“Global GP”) joins in this Agreement. For purposes of the guarantees set forth on the signature pages hereto, Global Partners LP, a Delaware limited partnership (“Global Partners”), and Sprague Resources LP, a
CONSIDERATION AGREEMENTConsideration Agreement • December 12th, 2014 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Quebec
SPRAGUE RESOURCES LP, a Delaware limited partnership, herein acting through its general partner, Sprague Resources GP LLC (“MLP”)
FORM OF SPRAGUE RESOURCES LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOUCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON, INC., SPRAGUE RESOURCES HOLDINGS LLC, SPRAGUE ENERGY SOLUTIONS INC., SPRAGUE TERMINAL SERVICES INC., And SPRAGUE OPERATING...Contribution, Conveyance and Assumption Agreement • September 9th, 2011 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
Sprague Resources LP 185 International Drive Portsmouth, NH 03801 Sprague Resources Holdings LLC 185 International Drive Portsmouth, NH 03801 Axel Johnson Inc. 155 Spring Street, 6th Floor New York, NY 10012 January 23, 2020 Re: Payment in Respect of...Partnership Agreement • January 24th, 2020 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals
ASSET PURCHASE AGREEMENT among CASTLE OIL CORPORATION, CASTLE PORT MORRIS TERMINALS, INC., CASTLE ENERGY SOLUTIONS LLC, CASTLE ENERGY SOLUTIONS S.B. LLC, CASTLE FUELS CORPORATION, CASTLE SUPPLY & MARKETING INC. and SPRAGUE OPERATING RESOURCES, LLC...Asset Purchase Agreement • November 5th, 2014 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
This Asset Purchase Agreement (this “Agreement”), dated as of November 3, 2014, is entered into among (i) Castle Oil Corporation, a New York corporation (“Castle Oil”), Castle Port Morris Terminals, Inc., a New York corporation (“CPMT”), Castle Energy Solutions LLC, a Delaware limited liability company (“CES”), Castle Energy Solutions S.B. LLC, a Delaware limited liability company (“CESSB”), Castle Fuels Corporation, a New York corporation (“CFC”), and Castle Supply & Marketing Inc., a New York corporation (“CSMI” and, together with Castle Oil, CPMT, CES. CESSB and CFC, together, the “Sellers” and, individually, a “Seller”), on the one hand, and (ii) Sprague Operating Resources, LLC, a Delaware limited liability company (“Buyer”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOURCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON INC., SPRAGUE INTERNATIONAL PROPERTIES LLC, SPRAGUE CANADIAN PROPERTIES LLC, SPRAGUE RESOURCES HOLDINGS LLC, And SPRAGUE...Contribution, Conveyance and Assumption Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of , 2013 (this “Agreement”), is by and among Sprague Resources LP, a Delaware limited partnership (the “Partnership”), Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), Axel Johnson Inc., a Delaware corporation (“AJI”), Sprague International Properties LLC, a Delaware limited liability company (the “SPV”), Sprague Canadian Properties LLC, a Delaware limited liability company (the “SPV2”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Holdings”), and Sprague Operating Resources LLC, a Delaware limited liability company (the “OLLC”). The above named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FORM OF SPRAGUE RESOURCES LP RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”) and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 2nd, 2022 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of August 31, 2022 (this “Amendment”), is entered into by and among Sprague HP Holdings, LLC, a Delaware limited liability company and sole member of Merger Sub (“Parent”), Sparrow HP Merger Sub, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), and Sprague Resources GP LLC, a Delaware limited liability company (the “Partnership GP” and, together with the Partnership, the “Partnership Parties”). Each of Parent, Merger Sub, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.”
SPRAGUE RESOURCES LP PHANTOM UNIT AGREEMENT (PERFORMANCE BASED VESTING)Phantom Unit Agreement • August 13th, 2014 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
W5647119.15} ii Section 4.11 Intellectual Property. ........................... ............................................................................... ....... 27 Section 4.12 Inventory. ...............................................Asset Purchase Agreement • March 16th, 2017 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
